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Registered number: 07103050
CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
REGISTERED NUMBER:07103050
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
REGISTERED NUMBER:07103050
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
Mr M. A. Burns
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 4 to 12 form part of these financial statements.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Clean Thermodynamic Energy Conversion Limited is a private company, limited by shares, domiciled in England and Wales, registration number 07103050. The principal place of business is Unit 7 (W) E-Plan Industrial Estate, New Road, Newhaven, East Sussex, BN9 0EX.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company had net current liabilites of £5,131,612 (2023: £4,816,441) and total net liabilities of £2,671,693 (2023: £2,340,631) at the balance sheet date.
The shareholders expect to provide financial support to enable the Company to meet its financial obligations as and when they fall due for at least 12 months from the date of signing these accounts. On this basis the directors believe that the adoption of the going concern concept is appropriate.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Between 5% - 50% straight line
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Between 25% - 50% straight line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation (continued)
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Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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The average monthly number of employees, including directors, during the year was 5 (2023 - 5).
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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At the year end the Company owned 8,500 ordinary £0.0001 shares in Medipower Limited, a company registered in England and Wales that is involved in the provision of renewable energy, representing 82.81% of the ordinary share capital of Medipower Limited.
At the year end the Company owned 1 ordinary £1 share in and representing 100% of the ordinary share capital of CTEC (US) Limited, a Dormant company registered in England and Wales, which in turn owned 100 ordinary $0.01 shares in CTEC Energy Inc., a company registered in Wyoming, USA that is involved in the provision of renewable energy, representing 100% of the ordinary share capital of CTEC Energy Inc.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The other loans of £2,903,732 (2023: £2,646,477) are secured by a charge over the Company’s intangible assets.
The creditors due within one year include a loan from Coast to Capital. The Company is working with Coast to Capital to agree a repayment schedule of up to 5 years once Clean Thermodynamic Energy Conversion Ltd has been fully funded. To date no demand for full or partial payment has been issued by Coast to Capital.
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Creditors: Amounts falling due after more than one year
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Other loans are secured by debenture.
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Allotted, called up and fully paid
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104,285 (2023 - 96,785) Ordinary Shares shares of £0.0001 each
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Ordinary shareholders have the right to receive notice of, and to attend, speak and vote at all general meetings of the Company and shall receive, vote on and constitute an eligible member for the purposes of all written resolutions of the Company, with the right to cast a vote for each ordinary share of which they are the holder.
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During the year, 7,500 Ordinary £0.0001 shares were issued for proceeds of £300,000. Share capital of £0.75 and share premium of £300,000 was recognised on these issues.
Ordinary shareholders have the right to receive notice of, and to attend, speak and vote at all general meetings of the Company and shall receive, vote on and constitute an eligible member for the purposes of all written resolutions of the Company, with the right to cast a vote for each ordinary share of which they are the holder.
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CLEAN THERMODYNAMIC ENERGY CONVERSION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost credit represents contributions payable by the Company to the fund less the release of amounts previously accrued and amounted to £9,384 (2023: £8,869 charge). Contributions totalling £7,200 have been paid in advance (2023: £20,295 were owed to the fund) at the balance sheet date and are included in other debtors (2023: other creditors).
At 31 December 2024 the Company had a deferred tax asset of £1,473,298 (2023: £1,178,658). This has not been recognised at 31 December 2024 in the financial statements due to the uncertainty of when it will reverse.
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Ultimate controlling party
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In the opinion of the directors, there is no ultimate controlling party.
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Directors' benefits and advances
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During the year the Company advanced a sum of £Nil (2023: £5,250) by way of a loan to G Lindup, a director. Interest is accrued at a rate of 2.25% (2023: 2.25%) per annum on such loans and repayments of £27,250 (2023: £Nil) were received by the Company during the year. At the year end £Nil (2023: £27,250) was due from G Lindup.
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